Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/114

 § 122.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. Certain powers and privileges to be con- strued nar- rowly. § 122. On the other hand, courts have decided, as exceptions, it may be said, to the general rule that corporate constitutions are to be fairly construed, that all ex- clusive privileges, 1 and all powers granted in deroga- tion of public rights'- 2 or of the rights and franchises of other corporations, 3 and all provisions whereby the state restricts its own action,' 1 are to be construed strictly against the corporation ; nothing passing by implication. "Every public grant of property, or of privileges or fran- chises, if ambiguous, is to be construed against the grantee and in favor of the public ; because an intention on the part of the government to grant to private persons, or to a particular cor- poration, property or rights in which the whole public is in- terested cannot be presumed, unless unequivocally expressed or necessarily to be implied in the terms of the grant ; and be- cause the grant is supposed to be made at the solicitation of the grantee and to be drawn up by him or by his agents, and therefore the words used are to be treated as those of the gran- tee. . . . This rule applies with peculiar force to articles of association, which are framed under general laws, and which are a substitute for a legislative charter, and assume and define the powers of the corporation by the mere act of the associates, U. S. 514; Toledo, etc., R. R. Co. v. Rodrigues, 46 111. 188; Railway Co. McCarthy, 99 U. S. 258; Clark v. Farrington, 11 Wis. 306, 324. In Michigan a bank chartered with power to locate its business in one county has no power to establish a branch agency in another. This is an act fatal in quo warranto. People v. Oakland County Bank, Dougl. (Mich.) 282. See Detroit Fire, etc., Ins. Co. v. Judge of Saginaw Circuit, 23 Mich. 492. In Chapman v. Colby, 47 Mich. 46, 50, Campbell, J., says, giving opinion of the Court, " It has uniformly been held in this state that corporations cannot remove from place to place, or establish branches for the transaction of their regular corporate business, unless authorized by law." 94 1 See Richmond, etc., R. R. Co. v. Louisa R. R. Co., 13 How. 71; Per- rine v. Chesapeake and Delaware Canal Co., 9 How. 172; People v. Broadway R. R. Co., 126 U. S. 29. Exclusive privileges and monopolies are not to be presumed. Charles River Bridge Co. v. Warren Bridge Co., 11 Pet. 420; DeLancey v. Insu- rance Co., 52 N. H. 581; Gaines u. Coates, 51 Miss. 335; Indianapolis Cable R. R. Co. v. Citizens' R. R. Co., 127 Ind. 369; Turnpike Co. v. Montgomery County, 100 Tenn. 417. 2 See Fertilizing Co. v. Hyde Park, 97 U. S. 059; Turnpike Co. v. Illi- nois, 96 U. S. 63. 3 Pennsylvania R. R. Co.'s Appeal, 93 Pa. St. 150; Packer v. Sunbury and Erie R. R. Co., 19 Pa. St. 211. 4 See § 489.